Axonex AI Group Ltd F-1/A, filed Dec 11, 2024
Axonex AI Group Ltd (AXNX)
As filed with the U.S. Securities and Exchange Commission on December 11, 2024.
Registration No. 333-281922
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Mint Incorporation Limited
(Exact name of registrant as specified in its charter)
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British Virgin Islands |
7389 |
Not Applicable |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
503 Park Tower, 15 Austin Road,
Tsim Sha Tsui, Kowloon, Hong Kong
Tel: +852 2866-1663
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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c/o Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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William S. Rosenstadt, Esq. |
Lan Lou, Esq. Jun He Law Offices LLC Suite 1919, 630 Fifth Avenue New York, NY 10111 Tel: +1 (917) 661-8175 |
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Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
Explanatory Note
This Amendment No. 3 (the “Amendment No. 3”) to the Registration Statement on Form F-1 (File No. 333-281922) of Mint Incorporation Limited is being filed for the purpose of filing Exhibits 10.4 and 23.1, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. This Amendment No. 3 consists only of the facing page, this Explanatory Note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. This Amendment No. 3 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
PART II — INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 6. Indemnification of Directors and Officers
Section 132 of the BVI Companies Act provides that subject to the memorandum or articles of association of a company, the company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the company, or (b) is or was, at the request of the company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, provided that the said person had acted honestly and in good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. Any indemnity given in breach of the foregoing proviso is void and of no effect.
Under our Amended and Restated Memorandum and Articles of Association, we shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:
• is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or
• is or was, at our request, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.
These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.
The underwriting agreement in connection with this Offering also provides for indemnification of us and our officers, directors or persons controlling us for certain liabilities.
We intend to maintain insurance in relation to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or officers in that capacity.
Item 7. Recent Sales of Unregistered Securities
Founding Transactions
Mint Incorporation Limited was incorporated on October 18, 2023. In connection with the incorporation, on October 18, 2023, Mint Incorporation Limited issued a total of 10,000 shares of Class A Ordinary Shares to 17 shareholders.
Issuance of Class B Ordinary Shares
In November 2023, we completed a series of transactions effectuating the reorganization, pursuant to which Matter Interiors Limited, our Operating Subsidiary became a wholly owned subsidiary of Mint Incorporation Limited through CKL Holding Limited. Pursuant to the Reorganization Agreement dated November 29, 2023, Mint Incorporation Limited issued 1,625 Class B Ordinary Shares to I Sparks Enterprise Limited, 1,500 Class B Ordinary Shares to AL Holding Group Limited, and 1,875 Class B Ordinary Shares to Deep Vision Enterprise Limited, respectively, all credited as fully paid.
We believe that each of the issuances and transfers was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
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Share Split
On August 19, 2024, Mint resolved and approved a share split of its issued and unissued shares at a ratio of 1-to-1,400 (the “Share Split”), so that there were 14,000,000 Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares issued and outstanding, post-Share Split. As a result of the Share Split, the Company now has 280,000,000 authorized ordinary shares with no par value each divided into (i) 252,000,000 Class A Ordinary Shares of no par value each and (ii) 28,000,000 Class B Ordinary Shares of no par value each. From a British Virgin Islands legal perspective, the Share Split does not have any retroactive effect on our shares prior to the effective date of the Share Split. However, references to our Class A Ordinary Shares and Class B Ordinary Shares in this prospectus are presented on a post-Share Split basis, or as having been retroactively adjusted and restated to give effect to the Share Split, as if the Share Split had occurred by the relevant earlier date.
Item 8. Exhibits and Financial Statement Schedule
(a) Exhibits.
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Exhibit No. |
Description |
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1.1† |
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3.1† |
Amended and Restated Memorandum and Articles of Association of the Registrant |
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5.1† |
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10.1† |
Employment Agreement by and between Cheong Shing KU and the Registrant, dated as of October 20, 2023 |
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10.2† |
Employment Agreement by and between Hoi Lung CHAN and the Registrant, dated as of October 20, 2023 |
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10.3† |
Employment Agreement by and between Sze Ki CHENG and the Registrant, dated as of March 21, 2024 |
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10.4* |
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10.5† |
Form of the Director Offer Letter by and between the Registrant and Independent Director Nominee |
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14.1† |
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14.2† |
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14.3† |
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21.1† |
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23.1* |
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23.2† |
Consent of Ogier, BVI Counsel to the Registrant (included in Exhibit 5.1) |
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23.3† |
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23.4† |
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99.1† |
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99.2† |
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99.3† |
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99.4† |
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99.5† |
Consent of Chun Pong Raymond SIU, Independent Director Nominee |
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99.6† |
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99.7† |
Opinion of TC & Co., Solicitors regarding certain Hong Kong law and tax matters |
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107† |
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* Filed herein
** To be filed via amendment
† Previously filed
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated firm commitment offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the Registrant is relying on Rule 430B (§230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser
(6) To file a post-effective amendment to the registration statement to include any financial statements required by item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
(7) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(8) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong on December 11, 2024.
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Mint Incorporation Limited |
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By: |
/s/ Hoi Lung CHAN |
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Name: |
Hoi Lung CHAN |
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Title: |
Chief Executive Officer and Director |
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(Principal Executive Officer) |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Name |
Title |
Date |
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/s/ Cheong Shing KU |
Chairman and Director |
December 11, 2024 |
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Cheong Shing KU |
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/s/ Hoi Lung CHAN |
Chief Executive Officer and Director |
December 11, 2024 |
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Hoi Lung CHAN |
(Principal Executive Officer) |
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/s/ Sze Ki CHENG |
Chief Financial Officer |
December 11, 2024 |
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Sze Ki CHENG |
(Principal Financial and Accounting Officer) |
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SIGNATURE OF AUTHORIZED AGENT IN THE UNITED STATES
Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized agent in the United States of America, has signed this registration statement thereto in New York, NY on December 11, 2024.
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US Authorized Representative |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice-President on behalf of |
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Exhibit 10.4
SECTION I
Agreement
AN AGREEMENT made the 8 Day May of Two Thousand and Twenty Three.
Between the parties more particularly described and set out in the First Schedule hereto. WHEREBY IT IS AGREED as follows:-
1. The Landlord lets and the Tenant takes ALL THAT the premises more particularly described and set out in the Second Schedule hereto (hereinafter referred to as “the said premises”) Together with the use in common with the Landlord and all others having the like right of the entrance staircase landings passages lavatories and pantries (if any ) in the building of which the said premises form part in so far as the same are necessary for the proper use and enjoyment of the said premises And Together Also with the use in common as aforesaid of the lifts and central air-conditioning services (if any) whenever the same shall be operating for such term and yielding and paying therefore at such rent and management charges (including air-conditioning charges) (both of which unless the context otherwise requires are hereinafter included under the term “rent”) and in such manner as are more particularly described and set out in the Third Schedule hereto.
SECTION II
Rent And Other Charges
The Tenant hereby agrees with the Landlord as follows :
| 1. | To pay the rent on the days and in the manner specified by the Landlord hereinbefore provided for payment thereof. |
| 2. | To pay and discharge all rates, taxes, assessments, duties, charges, impositions and outgoings of an annual or recurring nature now or hereafter to be assessed imposed or charged by the Government of Hong Kong or other lawful authority upon the said premises or upon the owner or occupier thereof (Government Rent and Property Tax only excepted). |
| 3. | To pay and charge all charges for gas, water and electricity consumed in the said premises including charges for the air-conditioning fan coil units and individual air package handling plants installed therein and operated from the Tenant’s own metered electricity supply and consumed by the Tenant. |
| 4. | Notwithstanding anything herein contained in the event of default in payment of the Rent or other monies payable by the Tenant hereunder for a period of seven (7) days from the date when payment is due (whether formally demanded or not) the Tenant shall pay to the Landlord on demand daily interest on all such sums outstanding at the monthly rate of 2.5% calculated from the date on which the same shall be due for payment (in accordance with the provisions contained in that behalf herein) until the date of payment as liquidated damages and not as penalty provided that the demand and/or receipt by the Landlord of interest pursuant to this Clause shall be without prejudice to and shall not affect the right of the Landlord to exercise any other right or remedy hereof (including but without prejudice to the generality of the foregoing the right of re-entry) exercisable under the terms of this Agreement. |
SECTION III
Tenant’s Obligations
| 1. | Not to breach and to indemnify the Landlord against the breach by the Tenant of all ordinances, regulations, bye-laws, rules and requirements of any Governmental or other competent authority relating to the conduct and carrying on of the Tenant’s business on the said premises or to any other act, deed, matter or thing done, permitted, suffered or omitted therein or thereon by the Tenant or any employee, agent or licensee of the Tenant and to notify the Landlord within reasonable time in writing of any notice received from any statutory or public authority concerning or in respect of the said premises or any services supplied thereto. |
| 2. | To keep all the non-structural part of the interior of the said premises including the flooring and interior plaster or other finishes or rendering to walls, floors and ceilings and the Landlord’s fixtures therein and all additions thereto including doors, windows, electrical installations and wiring in good, clean, tenantable repair and condition (fair, wear, tear, inherent, latent and/or structural defects and damage due to any of the causes mentioned in Section VII hereof excepted) and so to maintain the same at the expense of the Tenant and subject to Clause 18 of Section Ill hereof to deliver up the same to the Landlord at the expiration or sooner determination of the term in like condition (fair, wear, tear, inherent, latent and/or structural defects and damage due to any of the causes mentioned in Section VII hereof excepted). |
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| 3. | To reimburse to the Landlord the cost of replacing all broken and damaged windows and glass if the same be broken or damaged by the negligence of the Tenant. |
| 4. | To repair or replace any electrical installation or wiring of the Tenant if the same becomes dangerous or unsafe or if so reasonably required by the Landlord or by the China Light & Power Company Limited and in so doing the Tenant shall use only a contractor approved by the Landlord in ·writing for the purpose (such approval not unreasonably withheld or delayed). The Tenant shall permit the Landlord or its agents upon prior appointment to test the Tenant’s wiring in the said premises at any time. |
| 5. | To pay to the Landlord on demand all reasonable costs incurred by the Landlord in cleansing, clearing, repairing or replacing any of the drains, pipes or sanitary or plumbing apparatus choked or stopped up owing to the neglect by the Tenant or any employee agent licensee or customer of the Tenant. |
| 6. | To be wholly responsible for and to indemnify the Landlord against any loss damage or injury caused to any person whomsoever or any property whatsoever through the defective or damaged condition of any non-structural part of the interior of the said premises or any fittings or fixtures for the repair of which the Tenant is responsible hereunder or through or in any way owing to the spread of fire or smoke or the overflow of water originating from the said premises or any part thereof or through the act default or neglect of the Tenant his servants, agents, licensees or customers. |
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To effect and maintain during the Term insurance cover with the amount of HKD 20 million of the Licensor with a reputable insurance company as shall be approved by the Licensor in respect of all such risks contained in Clause 6 under Section 3 hereof. The Policy of Insurance so effected in the name of the Licensee and to be endorsed to show the interest of the Licensor therein and to be in such amount as may be determined by the Licensor and to contain a provision that the insurance cover thereby effected and the terms and conditions thereof may not be altered, modified, restricted or cancelled without the express prior written consent of the Licensor and in the event of such insurance being effected by the Licensee himself in pursuance of his obligations hereunder whenever required so to do by the Licensor to produce to the Licensor as and when required by the Licensor such policy of insurance together with a receipt for the last payment of premium or a certificate from the relevant insurance company that the policy is fully paid up and valid and subsisting.
| 7. | To take all reasonable precautions to protect the non-structural part of the interior of the said premises against damage by storm or typhoon or the like. |
| 8. | To permit the Landlord and all persons authorised by it at all times upon prior appointment to enter and view the state of repair of the said premises, to carry out any works repairs or maintenance which are required to be done and during the last two months of the said term to show the said premises to prospective tenants or purchasers Provided That in the event of any emergency the Landlord its servants agents may enter where oral notice shall suffice. |
| 9. | On receipt of any notice from the Landlord or its authorized representative specifying any works or repairs which are required to be done and which are the responsibility of the Tenant hereunder forthwith to put in hand and execute the same with all possible dispatch within reasonable time |
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| 10. | To keep all outside windows and doors closed and in the event of a breach of this Clause the Landlord shall have the right to send a representative to close any open door or doors or window or windows should the Tenant fail to comply forthwith with a notice from the Landlord requiring closing of the same AND it is agreed that a persistent breach by the Tenant of the terms of this Clause shall amount to a breach of this Clause justifying the Landlord exercising its rights of re-entry hereunder. |
| 11. | To give notice to the Landlord or its agent of any damage that may be suffered by the said premises and of any accident to or defects in the water pipes, gas pipes, electrical wiring or fittings fixtures or other facilities provided by the Landlord if such damage comes to the knowledge of the Tenant. |
| 12. | To keep the non-structural part of the interior of the said premises in a clean and tidy condition (fair, wear, tear, inherent, latent and/or structural defects and damage due to any of the causes mentioned in Section VII hereof excepted). |
| 13. | To pay the Landlord immediately upon demand the reasonable cost of a fixing repairing altering or replacing as necessary the Tenant’s name on the Directory Boards provided by the Landlord. |
| 14. | To allow at all reasonable times within two calendar months immediately preceding the expiration of the said term prospective tenants or occupiers to inspect the said premises upon prior appointment and allow the Landlord to exhibit where the Landlord shall think fit a notice indicating that the said premises are to become vacant which notice the Tenant shall not conceal. |
| 15. | To obey and comply with such Regulations as may from time to time be adopted by the Landlord in accordance with Section IX hereof provided that such Regulations are applicable to all tenants in the said building. |
| 16. | To be responsible to the Landlord for the acts, neglects, omissions and defaults of all contractors, servants agents licensees and customers of the Tenant as if they were the acts, neglects, omissions and defaults of the Tenant himself and for the purposes of this Agreement “licensee” shall include any person present in, using or visiting the said premises with the consent of the Tenant express or implied. |
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| 17. | To load and unload goods only at such time during business hours and through such service entrances and by such service lifts as shall be designated by the Landlord for this purpose from time to time and the Landlord reserves the right to control the access route of any service vehicles at its discretion. |
| 18. | To quietly yield up the said premises together with all fixtures, fittings and additions therein and thereto at the expiration or sooner determination of this tenancy in good and tenantable repair and condition (fair, wear and tear, inherent, latent and/or structural defects and damage due to any of the causes mentioned in Section VII hereof excepted) notwithstanding any rule of law or equity to the contrary PROVIDED THAT all personal property, trade fixtures and additions therein and thereto of the Tenant of non-structural nature shall if so required by the Landlord be removed by and at the expense of the Tenant at the expiration or other determination of this tenancy and in such event the Tenant shall make good all damage caused by such removal AND thereupon to surrender to the Landlord all keys giving access to all parts of the said premises held by the Tenant and to remove at the Tenant’s expense all lettering and characters from all the doors and walls of the said premises and to make good any damage caused by such removal. |
SECTION IV
Landlord’s Obligations
The Landlord hereby agrees with the Tenant as follows:-
| 1. | That the Tenant paying the rent on the days and in the manner herein provided for payment of the same and observing and performing the agreements, stipulations and conditions herein contained and on the Tenant’s part to be observed and performed shall peaceably hold and enjoy the said premises during the said term without any interruption by the Landlord or any person lawfully claiming under or in trust for the Landlord. |
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| 2. | To pay the Government Rent payable in respect of the said lot and the Property Tax and all outgoings of capital or non-recurring nature payable in respect of the said building. |
| 3. | To maintain and keep the roof of the said building and the main structure, walls, drains, pipe and cables, facilities therein and sprinkler system of the said premises (save and except the sprinkler heads installed or modified by the Tenant in the said premises) in a proper and tenantable state of repair Provided That the Landlord shall not incur any liability under this Clause unless and until written notice of any defect or want of repair has been given by the Tenant to the Landlord (save in case of emergency where oral notice shall suffice) and the Landlord shall have failed to take reasonable steps to repair or remedy he same after the lapse of a reasonable time from the date of service of such notice. |
| 4. | To keep and maintain the common areas, toilets and other parts of the said building for common use clean and in proper condition. |
| 5. | To maintain and keep the facilities of the said building in good and tenantable repair and condition and in particular to use its best endeavours to maintain the lifts escalators and fire services equipment and air-conditioning plant in proper working order. |
| 6. | To allot space on an existing Directory Board for the Tenant’s name to be affixed in such uniform lettering or characters as shall be designated by the Landlord. |
SECTION V
Restrictions And Prohibitions
The Landlord hereby agrees with the Tenant as follows:-
| 1. | (a) | Not without the previous written consent of the Landlord (such consent not unreasonably withheld or delayed) to erect, install or alter any fixtures, partitioning or other structural erection or installation in the said premises or any part thereof or without the like consent to make or permit or suffer to be made alterations in or additions to the electrical wiring and installation or to install or permit or suffer to be installed any equipment, apparatus or machinery which imposes a weight on any part of the flooring in excess of that for which it is designed or which requires any additional electrical main wiring or which consumes electricity not metered through the Tenant’s separate meter. The Landlord shall be entitled to prescribe the maximum weight and permitted location of safes and other heavy equipment and to require that the same stand on supports of such dimensions and material to distribute the weight as the Landlord may deem necessary. |
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| (b) | In carrying out any approved work hereunder, the Tenant shall and shall cause its servants agents contractors and workmen to co-operate fully with the Landlord and all servants agents and workmen of the Landlord and with other tenants or contractors carrying out any work on the said building. The Tenant its servants agents and workmen shall obey and comply with all instructions and directions which may be reasonably given by the Landlord’s authorised representative in connection with the carrying out of such work. |
| (c) | In carrying out any work to the electrical installation, air conditioning, fire services and/or wiring, the Tenant shall use only a contractor approved by the Landlord in writing for the purpose (such approval not unreasonably withheld or delayed). |
| 2. | Not without the previous written consent of the Landlord (such consent not unreasonably withheld or delayed) to cut, maim, injure, drill into mark or deface any doors, windows, walls, beams, structural members or any part of the fabric of the said premises nor any of the plumbing or sanitary apparatus or installations included therein. |
| 3. | Not without the consent of the Landlord (such consent not be unreasonably withheld or delayed) to drive or insert any nails, screws, hooks, brackets or similar articles into the ceiling, walls or floor of the said premises. |
| 4. | Not without the previous written consent of the Landlord (such consent not be unreasonably withheld or delayed) to alter the existing locks, bolts and fittings on the entrance doors to the said premises nor to install any additional locks, bolts or fittings thereon. |
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| 5. | Not to do any act or thing which may be or become a nuisance to the Landlord or to the tenants or occupiers of other premises in the said building or in any adjoining or neighbouring building. |
| 6. | Not to produce at any time in the said premises any music or noise and radio transmission so as to constitute a nuisance to the occupants of any other premises in the said building or persons using or visiting the same. |
| 7. | Not to affix or display or permit or suffer to be affixed or displayed within or outside the said premises any signboard, sign, decoration, advertising matter, shrine, joss sticks or other device whether illuminated or not which may be visible from outside the said premises or from outside the said building. |
| 8. | Not to use the said premises to be used for any purpose other than as an office for the Tenant’s lawful business. |
| 9. | Not to use the said premises to be used for any illegal purpose. |
| 10. | Not to use the said premises or any part thereof to be used as sleeping quarters or as domestic premises within the meaning of any Landlord and Tenant Ordinance for the time being in force nor to allow any person to remain in the said premises overnight. |
| 11. | Not to use the said premises to be used for the purpose of the manufacture of goods and merchandise nor for the storage of goods and merchandise other than in normal quantities consistent with the nature of the Tenant’s trade or business. |
| 12. | Not to keep in the said premises any arms, ammunition, gunpowder, salt-petre, kerosene or other explosive or combustible substance or hazardous goods in contravention to Dangerous Goods Ordinance and Firearms and Ammunition Ordinance. |
| 13. | Not to encumber or obstruct encumbered or obstructed with any boxes, packaging or other obstruction of any kind of nature any of the entrances, staircases, landings, passage, escalators, lifts, lobbies or other parts of the said building in common use and not to leave rubbish or any other article or thing in any part of the said building not in the exclusive occupation of the Tenant. |
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| 14. | Not to use the toilet facilities provided by the Landlord to be used for any purpose other than that for which they are intended and not to throw therein any foreign substance of any kind and the Tenant shall pay to the Landlord on demand the whole expense of any breakage blockage or damage resulting from a violation of this Clause. |
| 15. | Not to lay install affix or attach any wiring, cables or other article or thing in or upon any of the entrances, staircases, landings, passages, lobbies or other parts of the said building in common use. |
| 16. | Not to permit or allow any food to be prepared in any part of the premises (other than the preparation and consumption of light meals or refreshments for consumption by the Tenant’s employees). |
| 17. | Not to keep any animals or pets inside the said premises and to take all such reasonable steps and precautions to the reasonable satisfaction of the Landlord to prevent the said premises or any part thereof from becoming infested by termites, rats, mice, roaches or any other pests or vermin. The Tenant shall employ at the Tenant’s cost, such pest extermination contractors as the Landlord may require and at such intervals as the Landlord may direct. |
| 18. | Not to assign, underlet, part with the possession of or transfer the said premises or any part thereof or any interest therein, nor permit or suffer any arrangement or transaction whereby any person who is not a party to this Agreement obtains the use, possession, occupation or enjoyment of the said premises or any part thereof irrespective of whether any rental or other consideration is given therefore. The tenancy shall be personal to the Tenant named in this Agreement and without in any way limiting the generality of the foregoing, the following acts and events shall, unless approved in writing by the Landlord (such approval not unreasonably withheld or delayed) be deemed to be breaches of this Clause |
| (a) | In the case of a tenant which is a partnership, the taking in of one or more new partners whether on the death or retirement of any existing partner or otherwise. |
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| (b) | In the case of a tenant who is an individual (including a sole surviving partner of a partnership tenant) the death, insanity or other disability of that individual, to the intent that no right to use, possess, occupy or enjoy the said premises or any part thereof shall vest in the executors, administrators personal representatives, next of kin, trustee or committee of any such individual. |
| (c) | In the case of a tenant who is a corporation, voluntary liquidation (save for the purpose of any takeover reconstruction, amalgamation, merger) |
| (d) | The giving by the Tenant of a Power of Attorney or similar authority whereby the donee of the Power obtains the right to use, possess, occupy or enjoy the said premises or any part thereof or does in fact use, possess, occupy or enjoy the same. |
| (e) | The change of the Tenant’s business name without prior notice to the Landlord. |
| 19. | Not to do any act, deed, matter or thing whatsoever which amounts to a breach of any of the terms and conditions under which the said Lot is held from the Government and to indemnify the Landlord against any such breach. |
| 20. | Not to do any act deed matter or thing whatsoever whereby the insurance on the said building against loss or damage by fire and/or other insurable perils and/or claims by third parties for the time being in force may be rendered void or voidable or whereby the premium thereon may be increased Provided That if as the result of any act, deed matter or thing done by the Tenant, the premium on any such policy of insurance shall be increased, the Landlord shall be entitled without prejudice to any other remedy hereunder to recover from the Tenant the amount of any such increase. |
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| 21. | Not to erect any aerial on the roof or walls of the said building nor the ceiling or walls of the said premises without prior consent by the Landlord (such consent not be unreasonably withheld or delayed). |
| 22. | Not to install air-conditioning facilities in addition to such facilities as provided by the Landlord without the written consent of the Landlord (such consent not be unreasonably withheld or delayed). |
| 23. | Not to permit gambling of any description whatsoever upon the said premises. |
| 24. | Not to permit any touting or soliciting for business or the distribution of any pamphlets notices or advertising material to be conducted outside or near the said premises or in any part of the said building by any of the Tenant’s servants agents or licensees. |
SECTION VI
Exclusions
The Landlord shall not in any circumstances be liable to the Tenant or any other whomsoever :
| 1. | in respect of any loss or damage to person or property sustained by the Tenant or any such other person caused by or through or in any way owing to any defect in or breakdown of the lifts or escalators, or air--conditioning system of the said building or |
| 2. | in respect of any loss or damage to person or property sustained by the Tenant or any such other person caused by or through or in any way owing to fire, the overflow of water or Act of God from anywhere within the said building, or |
| 3. | for the security of safekeeping of the said premises or any contents therein, nor shall the rent or any part thereof abate or cease to be payable on account thereof. |
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SECTION VII
Abatement of Rent
If the said premises or any part thereof shall be destroyed or so damaged by fire, typhoon, Act of God, Force Majeure or other cause beyond the control of the Landlord and not attributable to any act or default of the Tenant as to be rendered unfit or inaccessible or unusable, the rent management fees and rates hereby agreed to be paid or a part thereof proportionate to the damage sustained shall cease to be payable until the said premises shall have been restored or reinstated Provided Always that the Landlord shall be under no obligation to repair or reinstate the said premises if, in its opinion, it is not reasonably economical or practicable so to do and Provided Further That if the whole or substantially the whole of the said premises shall have been destroyed or rendered unfit for use and occupation or inaccessible and shall not have been repaired and reinstated within six months of the occurrence of the destruction or damage either party shall be entitled at any time before the same are so repaired and reinstated to terminate this Agreement by notice in writing to the other.
SECTION VIII
Default
It is hereby further expressly agreed and declared as follow:-
| 1. | If the rent or any part thereof shall be unpaid for fifteen days after the same shall become payable (whether legally or formally demanded or not) or if the Tenant shall fail or neglect to observe or perform any of the agreements, stipulations or conditions herein contained and on the Tenant’s part to be observed and performed or if the Tenant shall become bankrupt, or being a corporation shall go into liquidation or if any order shall be filed for the winding up of the Tenant, or if the Tenant shall otherwise become insolvent or make any composition or arrangement with creditors or shall suffer any execution to be levied on the said premises or otherwise on the Tenant’s goods, then and in any such case it shall be lawful for the Landlord at any time thereafter to re-enter on the said premises or any part thereof in the name of the whole whereupon this Agreement shall absolutely cease and determine but without prejudice to any right of action by the Landlord in respect of any outstanding breach or non-observance or non-performance of any of the agreements, stipulations and conditions herein contained and on the Tenant’s part to be observed and performed and to the Landlord’s right to deduct all loss and damage thereby incurred from the deposit paid by the Tenant in accordance with Section XIII hereof. |
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| 2. | A written notice served by the Landlord on the Tenant in manner hereinafter mentioned to the effect that the Landlord thereby exercises the power of re-entry herein contained shall be a full and sufficient exercise of such power without physical entry on the part of the Landlord. |
| 3. | Acceptance of rent by the Landlord shall not be deemed to operate as a waiver by the Landlord of any right to proceed against the Tenant in respect of any breach, non-observance or non-performance by the Tenant of any of the agreements, stipulations and conditions herein contained and on the Tenant’s part to be observed and performed. |
| 4. | For the purposes of these presents any act, default, neglect or omission of any servant, agent, licensee or customer (as hereinbefore defined) of the Tenant or the Landlord shall be deemed to be the act, default, neglect or omission of the Tenant or the Landlord respectively. |
| 5. | For the purpose of distress for rent in terms of Part Ill of the Landlord and Tenant (Consolidation) Ordinance (Chapter 7) and of these presents, the rent payable in respect of the said premises shall be and be deemed to be in arrears if not paid in advance at the times and in manner hereinbefore provided for payment thereof. |
SECTION IX
Regulations
| 1. | The Landlord reserves the right from time to time and by notice in writing to the Tenant, to make and introduce, and subsequently amend, adapt or abolish if necessary, such House Rules & Regulations as are more particularly described and set out in FOURTH SCHEDULE hereto, the increasing of management charges and the assigning of management as it may consider necessary for the operation and maintenance of the building Provided That such rate of increase shall apply to all the tenants of the said building. |
| 2. | Copy of such House Rules and Regulations may be obtained from the Landlord. In the event of conflict between such House Rules and Regulations and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail. |
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SECTION X
Sale or Demolition of the Building
If the Landlord shall enter into a contract for the sale of the said premises or if the Landlord shall resolve to demolish and rebuild the said building (which intention to demolish and rebuild shall be sufficiently evident by a copy of a Resolution of its Directors certified to be true and correct copy by its secretary), then in either of such events the Landlord shall be entitled to give 6 clear calendar months’ notice in writing expiring at the end of any calendar month during the tenancy hereby created to terminate this agreement and immediately upon the expiration of such notice, this agreement and everything herein contained shall cease and shall void but without prejudice to the rights and damages of either party against the other in respect of any antecedent claim or breach of any of the agreement or stipulation herein set out.
SECTION XI
Interpretation & Miscellaneous
| 1. | The Headings and Index are intended for guidance only and do not form part of this Agreement nor shall any of the provisions in this Agreement be construed or interpreted by reference thereto or in any way affected or limited thereby. |
| 2. | The Tenant agrees to deliver up vacant possession of the said premises to the Landlord on the expiration or sooner termination of the tenancy hereby created, notwithstanding any rule or law or equity to the contrary. |
| 3. | No condoning, excusing or overlooking by the Landlord of any default, breach or non-observance, or non-performance by the Tenant at any time or times of any of the Tenant’s obligations herein contained, shall operate as a waiver of the Landlord’s rights hereunder in respect of any continuing or subsequent default, breach or non-observance or non-performance, or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such continuing or subsequent default or breach, and no waiver by the Landlord shall be inferred from, or implied by anything done or omitted by the Landlord unless expressed in writing and signed by the Landlord. Any consent given by the Landlord shall operate as consent only for the particular matter to which it relates and in no way shall be considered as a waiver or release of any of the provisions hereof nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future, unless expressly so provided. |
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| 4. | During the two months immediately preceding the expiration of the said term the Landlord shall be at liberty to affix and maintain in a reasonable place without interference upon any external part of the said premises a notice stating that the said premises are to be let. |
| 5. | Any notice required to be served hereunder shall, if to be served on the Tenant be sufficiently served if addressed to the Tenant and sent by prepaid post to or delivered at the said premises or the Tenant’s last known place of business in Hong Kong and if to be served on the Landlord shall be sufficiently served if addressed to the Landlord and sent by prepaid post to or delivered at the address given above or any other address which the Landlord may notify to the Tenant from time to time. |
| 6. | The Tenant acknowledges that no fine, premium, key money or other consideration has been paid by the Tenant to the Landlord for the grant of this tenancy. |
| 7. | This Agreement sets out the full agreement reached between the parties. |
| 8. | The Landlord reserves the right to name the said building with any such name or style as it in its sole discretion may determine and at any time and from time to time to change, alter, substitute or abandon any such name provided that the Landlord shall give to the Tenant and to the Postal and other relevant Government Authorities not less than three months notice of its intention so to do. |
| 9. | Unless the context otherwise requires words herein importing the masculine gender shall include the feminine and neuter and neuter and words in the singular shall include the plural and vice versa. |
| 10. | The Stamp Duty and registration fees (if any) on this Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal share and each party shall pay its own legal costs (if any) of and incidental to the preparation and completion of this Agreement. |
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SECTION XIII
Deposit
| 1. | The Tenant shall on the signing hereof deposit with the Landlord the sum of HONG KONG DOLLARS ONE HUNDRED FORTY ONE THOUSAND SIX HUNDRED AND TWENTY FOUR ONLY (HK$141,624.00) to secure the due observance and performance by the Tenant of the agreements, stipulations and conditions herein contained and on the Tenant’s part to be observed and performed. The said deposit shall be retained by the Landlord throughout the said term free of any interest to the Tenant and in the event of any breach or non-observance or non-performance by the Tenant of any of the said agreements, stipulations or conditions aforesaid, the Landlord shall be entitled to deduct from the said deposit the amount of any monetary loss incurred by the Landlord in consequence of the breach, non-observance or non-performance by the Tenant in which event the Tenant shall as condition precedent to the continuation of the tenancy deposit with the Landlord the amount so deducted and if the Tenant shall fail so to do, the Landlord shall forthwith be entitled to re-enter on the said premises and to determine this Agreement. |
| 2. | Subject as aforesaid the said deposit shall be refunded to the Tenant by the Landlord without interest within thirty days after the expiration of this Agreement and the delivery of vacant possession to the Landlord. |
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THE FIRST SCHEDULE REFERRED TO ABOVE
| LANDLORD: | Lock See Enterprises Limited |
| ADDRESS: | 4/F, 102 Austin Road, Kowloon, Hong Kong. |
| TENANT: | MATTER INTERIORS LIMITED |
| ADDRESS: | ROOM 503, PARK TOWER, 15 AUSTIN ROAD, KOWLOON. |
THE SECOND SCHEDULE REFERRED TO ABOVE
ALL THAT PORTION OF THE 5th floor coloured pink of the Building erected on Kowloon Inland Lot Nos.7731, 8138, 8137, 8418 known as ROOM 503 Park Tower situated at the junction of Austin Road and Kwun Chung Street, Tsim Sha Tsui, Kowloon, Hong Kong which said portion is shown and coloured pink in the proposed sketch floor plan of the said Building annexed hereto.
THE THIRD SCHEDULE REFERRED TO ABOVE
For the term of 2 YEARS commencing on the 13 day of April 2023 YIELDING AND PAYING therefore the Calendar monthly rent of HONG KONG DOLLARS TWENTY EIGHT THOUSAND THREE HUNDRED AND FIFTY ONLY (HK$28,350.00) (exclusive of management fee, air-conditioning charges and Government rates) and management fee of HONG KONG DOLLARS SEVEN THOUSAND AND FIFTY SIX ONLY (HK$7,056.00) payable in advance clear of all deductions on the 1st day of each and every Calendar month the 1st of such payment to be made on the 12 day of April 2023.
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THE FORTH SCHEDULE REFERRED TO ABOVE
| 1. | The Premises shall be handed over the Tenant on an “as is” basis. The tenant undertakes to reinstate the Premises to bare shell condition at its own expenses and to the satisfaction of the Landlord and to yield up the Premises in such condition together with the Landlord’s fixtures and fittings as described in the Fourth Schedule hereto at the expiration or sooner determination of the Agreement. |
| 2. | If there is any default on the part of the Tenant in the performance and observance of the covenants terms and conditions contained in this Agreement, without prejudice to the Landlord’s rights and remedies against the Tenant whether under this Agreement or otherwise in law, the rent-free period(s) mentioned in this Agreement shall be deemed to have been withdrawn as if the same had never been granted at all and the Tenant shall forthwith pay to the Landlord the rents for such period(s), and the Landlord shall have the right to recover from the Tenant all the relevant outstanding rents and sums. |
| 3. | The Tenant is fully aware of the present state and condition of the entrance door of the Premises which may not be in compliance with the requisite Buildings and/ or Fire Safety Regulations. Notwithstanding any rule of law or equity to the contrary, the Tenant shall at its own cost expenses and forthwith upon demand by the Director of Buildings and/ or the Director of Fire Services restore the entrance door to the one having a fire resistance period of not less than 1/2 hour and which is in all respects in compliance with Buildings and Fire Safety Regulations in force. |
| 4. | The Tenant shall at its own costs and expenses carry out such essential Fire Safety improvement or renewal works to the Premises, in particular those works as required by the Fire Services Department, once for every year of the term created by this Agreement. The works shall be completed within the first month of each and every year of the term, and the Tenant shall forthwith after completion of the works produce a copy of the relevant Certificate(s) of Fire Services including but not limited to Certificate of Fire Service Installations and Equipment (FS251) to the Landlord and the Fire Services Department for record. |
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THE FIFTH SCHEDULE REFERRED TO ABOVE
HOUSE RULES AND REGULATIONS
The Tenant hereby agrees with the Landlord to observe and comply with the following rules and regulations:-
| (1) | The entrance halls, passages, lobbies, escalators, stairways, lavatories, canopy, roof and rear lane of the said Building are not for the use of the general public and the Landlord reserves the right in all cases to refuse access to or otherwise control access by all persons whose presence, in the judgment of the Landlord, might be prejudicial to the security, safety, character, reputation or interests of the Landlord, the said Building and/or the Tenants and occupiers of the said Building. |
| (2) | The Landlord reserves the right to prescribe the times at which and the manner in which crates and other heavy equipment, fittings, furniture shall be conveyed in the lifts and the right to prohibit the carriage in the lifts of any object larger or heavier than that for which the same are designed. |
| (3) | a) | Access to and exit from the said Building between the hours of 9:00 p.m. and 8:00 a.m. Monday to Saturday and all day on Sunday is prohibited except with the permission of and prior arrangement with the Landlord (such permission not be unreasonably withheld or delayed). |
| b) | The Landlord shall in no case be liable for any claims or damage relating to the admission or exclusion of any person to or from the said Building in accordance with the provisions of these regulations. |
| c) | The Landlord reserves the right to prohibit all access to the said Building during typhoons or commotion. |
| (4) | The Landlord shall have the right to appoint any corporation, firm or individual as estates manager or super-intendent of the said Building on such terms and conditions as it shall think fit. The estates manager or super-intendent so appointed shall have power in its own name or in the name of the Landlord to take appropriate actions to enforce the above provisions and other provisions in this Agreement which relate to the management of the said Building. |
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AS WITNESS the hands of the parties hereto the day and year first above written.
| SIGNED BY Lam Pui Yi | ) |  |
| for and on behalf of the Landlord | ) | |
| in the presence of:- | ) |
Witness: Chan Ping Ying
| SIGNED BY |  |
| the Tenant in the presence of:- | |
 |
 |
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| RECEIVED from the Tenant the sum | ||
| of HONG KONG DOLLARS ONE HUNDRED | ) | |
| FORTY ONE THOUSAND SIX HUNDRED | ) | |
| AND TWENTY FOUR ONLY | ) | (HK$141,624.00) |
| being the rental deposit | ||
| above expressed to be paid by the Tenant | ||
| to the Landlord |
Witness: Chan Ping Ying
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Unit 503, Park Tower, 15 Austin Road, Kowloon, Hong Kong
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the inclusion of our report dated June 27, 2024 to the Registration Statement on Form F-1/A of Mint Incorporation Limited, relating to the audit of the consolidated balance sheets of Mint Incorporation Limited and its subsidiaries (the “Company”) as of March 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows in each of the years for the two-year period ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”) included herein.
We also consent to the reference of WWC, P.C. as an independent registered public accounting firm, as experts in matters of accounting and auditing.
 | |
| San Mateo, California | WWC, P.C. |
| December 11, 2024 | Certified Public Accountants |
| PCAOB ID: 1171 |
